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Dell advisory board alters vote rules, accepts new Michael Dell offer

updated 04:21 pm EDT, Fri August 2, 2013

New offer adds nearly $470 million to buyout offer

The Dell special committee overseeing Michael Dell's privatization effort of his company has accepted an increased offer of $13.75 with a special dividend of $0.13 per share as a one-time dividend payable on or before closing. As part of the deal, the committee has accepted the condition that votes not cast are no longer counted against the buyout, but are not counted at all.

Including the $0.08 cent dividend already in place for shareholders, the deal has increased the overall offer by nearly $470 million dollars. Alex Mandl, chairman of the special committee, said that the board "does not believe it is appropriate to count shares that have not been voted as having been voted in support of any particular alternative."

Accepting the deal also means a shift in the vote day. The new vote is scheduled for September 12, despite competitive offer leader Carl Icahn's objections in court. Mandl's statement was made with the notice of Dell's offer acceptance, and included an endorsement asking "all shareholders to support this transaction."

Carl Icahn said in a statement after the acceptance that "we are pleased today to have won yet another battle, but the war regarding Dell is far from over. We are not satisfied. We believe that an increase of a mere 13 cents is an insult to shareholders."

Following Icahn's $14 per share offer, Michael Dell called his offer sufficient, and initially refused to raise it. The privatization deal put on the table by Michael Dell requires the majority of the shareholders (not including Dell's own shares) to vote in favor of the payout.

Southeastern Asset Management, another vocal opponent of the Michael Dell buyout, would lose at least $825 million if the privatization deal completes. Dell has dramatically cut its forecasts for 2013 operating profit by $700 million, to an estimated $3 billion.

by MacNN Staff



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